SEC Form 4 · accession 0001209191-19-006156
NASDAQ, INC. · NDAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adena T Friedman
Officer — President and CEO · Director
Period of report
Jan 29, 2019
Accepted (ET)
Jan 31, 2019 · 4:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001120193
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | Jan 29, 2019 | A | 71,215 | $0.00 | A | 288,684 | D | |
| Common Stock, par value $0.01 per shareF3 | Jan 29, 2019 | F | 33,589 | $85.81 | D | 255,095 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F5,F4 | $66.68 | Jan 29, 2019 | A | 89,606 | A | — | Jan 3, 2027 | Common Stock | 89,606 | 179,211 | D |
Explanation of responses
- F1Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2016 through December 31, 2018.
- F2Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
- F3Represents (i) 81,584 shares of vested restricted stock, (ii) 139,060 vested shares underlying PSUs and (iii) 34,451 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq.
- F4Options exercisable.
- F5On January 3, 2017, Ms. Friedman received a grant of 268,817 performance-based options that vests in one-third annual installments based on Nasdaq's satisfaction of certain performance goals for each of the fiscal years ending December 31, 2017, 2018 and 2019. On January 29, 2019, Nasdaq's Management Compensation Committee and Board of Directors determined that the performance goal for 2018 was met, resulting in the settlement of the second one-third of the grant.